Wellpoint Systems closes previously announced non-brokered private placement

    CALGARY, May 21 /CNW/ - WellPoint Systems Inc., ("WellPoint" or the
"Company") (TSX-V:WPS), a leading provider of software and related solutions
to the energy industry, today announced that it has closed its previously
announced non-brokered private placement with members of the senior management
team issuing 5,414,416 common shares at a price of $0.10 per share.
    The private placement is subject to the approval of disinterested
shareholders. The disinterested shareholder vote will take place at the
Company's Annual and Special Meeting of Shareholders in August 2009. The
proposed private placement is being undertaken as part of a broader strategy
to control costs and manage employee compensation.
    As part of the private placement, WellPoint has made non-recourse loans
to the members of the management team to enable them to purchase the shares.
The loans will be secured exclusively by the purchased shares. The loan must
be repaid at the earlier of: 1) involuntary termination of the executive
without cause; 2) completion of a liquidity event; or 3) December 31, 2013. If
any participating executive voluntarily leaves the Company before December 31,
2011, the shares will be returned to treasury and the loan cancelled.
Similarly, if Quorum Funding Corporation, the holder of convertible debentures
in WellPoint, elects not to convert their debt to equity, the shares will be
returned to treasury in proportion to the debt repaid with cash versus that
refinanced with new instruments. Shares purchased under the private placement
are subject to a four-month hold period.

    About WellPoint Systems Inc.

    WellPoint provides premier software and related services for managing
critical operations within the energy industry. As a Microsoft Gold Certified
Partner since 2005, WellPoint is the only Independent Software Vendor (ISV)
and Microsoft Dynamics partner dedicated to the energy sector. It is breaking
new ground with the creation of a more comprehensive, integrated energy
software suite based on existing Microsoft ERP technology that utilizes
state-of-the-art Dynamics AX(R) and .NET architectures. WellPoint also
provides software and services under the BOLO, IDEAS International and iSoft
    Founded in 1997, Calgary-based WellPoint Systems also has major
operations in Denver, CO, Houston, TX, Livingston, NJ, Tampa, FL, Tunis,
Tunisia and Pretoria, South Africa. WellPoint is publicly traded on the TSX
Venture Exchange under the symbol WPS.

    This document contains forward-looking statements. Some forward looking
statements may be identified by words like "expects", "anticipates", "plans",
"intends", "indicates" or similar expressions. The statements are not a
guarantee of future performance and are inherently subject to risks and
uncertainties. The Company's actual results could differ materially from those
currently anticipated due to a number of factors, including, but not limited
to, successful integration of structural changes, including restructuring
plans, acquisitions, technical or manufacturing or distribution issues, the
competitive environment for the Company's products, the degree of market
penetration of the Company's products, and other factors set forth in reports
and other documents filed by the Company with Canadian securities regulatory
authorities from time to time.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as
    that term is defined in the policies of the TSX Venture Exchange) accepts
    responsibility for the adequacy or accuracy of this release.

For further information:

For further information: Richard Slack, President and Chief Executive
Officer, (303) 987-2238, rick.slack@wellpointsystems.com; Bharat Mahajan, CA,
Chief Financial Officer, (403) 444-3916, bharat.mahajan@wellpointsystems.com

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